Nucor (NUE) 10-K risk factor changes: FY2023 vs FY2022

Many of the factors that affect our business and operations involve risk and uncertainty.

The factors described below are some of the risks that could materially negatively affect our business, financial condition, results of operations and cash flows.

*Industry Specific Risk Factors*

*Overcapacity in the global steel industry could increase the level of steel imports, which may negatively affect our business, results of operations, financial condition and cash flows.*

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry.

The OECD estimated that global steel production overcapacity would grow from approximately 556.1 million metric tons in 2022 to more than 600 million metric tons 2023, with additional capacity expected to come online over the next few years.

China continues to be a significant contributor to excess steelmaking capacity, producing more than one billion tons of steel in each of the past four years, despite slower economic growth.

China is also investing in new steelmaking capacity in several countries in southeast Asia and Africa.

During periods of global economic weakness, the effects of this overcapacity are amplified because of weaker global demand for steel and steel products.

Steel manufacturers in non-market economies tend not to adjust their production levels in line with regional demand and instead export significant amounts of steel and steel products at prices that can be at or below their costs of production.

In countries with non-market economies, the steel industry is often subsidized or owned in whole or in part by the government, which can provide these producers with cost advantages or cause their production decisions to be driven by political or social factors rather than price and demand signals.

Surplus output from steel producers in these countries can flow into the U.S. market.

These imports to the U.S., which are also affected by demand in the U.S. domestic market, international currency conversion rates, and domestic and international government actions, can result in downward pressure on realized steel prices for Nucor, which can materially adversely affect our business, results of operations, financial condition and cash flows.

In March 2018, the Trump Administration imposed a 25% tariff or quota limits on all imported steel products for an indefinite period of time under Section 232 of the Trade Expansion Act.

Since then both the Trump and Biden Administrations have negotiated tariff rate quotas with several countries allowing them to export a set amount of steel to the U.S. market without being subject to these Section 232 tariffs.

In December of 2022, the World Trade Organization (WTO) ruled that the Section 232 tariffs violated U.S. WTO commitments.

The U.S. government strongly disagrees with the ruling and is appealing.

When the Section 232 or other import tariffs, quotas or duties expire or if others are further relaxed or repealed, or if relatively higher U.S. steel prices make it attractive for foreign steelmakers to export their steel products to the U.S., despite the presence of import tariffs, quotas or duties, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. steel prices.

*Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements.*

Our business requires substantial expenditures for routine maintenance and to remain competitive.

For the three-year period ended December 31, 2023, our total capital expenditures were approximately $5.87 billion.

We have also recently announced substantial capital projects that we expect will increase production capacity, increase the efficiency of our operations and enhance our product offerings.

Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internally generated funds, short-term commercial paper issuances, offerings of our debt securities or from borrowings under our $1.75 billion unsecured revolving credit facility, we cannot guarantee that this will be the case.

Additional acquisitions, increases in interest rates or unforeseen events could require financing from additional sources.

*Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions that could adversely affect our business.*

Our steel mills are large consumers of electricity and natural gas.

In addition, our DRI facilities are also large consumers of natural gas.

We rely upon third parties for our supply of energy resources consumed in the manufacture of our products.

The prices for and availability of electricity and natural gas can be volatile.

They are often affected by weather, political, regulatory and economic factors beyond our control, and we may be unable to raise the price of our products to offset increased energy costs.

Disruptions, including physical or information systems related issues, that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers.

Increases in our energy costs that are not similarly applicable to our competitors' operations could materially adversely affect our business, results of operations, financial condition and cash flows.

*Competition from other steel producers, imports or alternative materials may adversely affect our business.*

We face ongoing competition from other steel producers and imports that compete with our products on price, quality and service.

The markets for our products are highly competitive and a number of firms, domestic and foreign, participate in the steel, steel products and raw materials markets.

Depending on a variety of factors, including the cost and availability of raw materials, energy, technology, labor, transportation and capital costs, currency exchange rates, government subsidies of foreign steel producers and other global political and economic factors, our business may be materially adversely affected by more intense competitive forces.

In many applications, steel competes with other materials, such as concrete, aluminum, plastics, composites and wood.

Increased use or availability of these materials in substitution for steel products could have a material adverse effect on prices and demand for our steel products.

*Our industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on our business.*

Demand for most of our products is cyclical in nature and sensitive to general economic conditions.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nucor Corporation should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes to the consolidated financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2023 and 2022.

Information concerning the year ended December 31, 2022 and a comparison of the years ended December 31, 2022 and 2021 may be found under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 28, 2023.

Overview

The U.S. economy grew at a faster rate in 2023 – 2.5 percent – compared to 1.9 percent the prior year.

Steel market demand in 2023 remained strong across many of the end markets we serve, particularly nonresidential construction.

Operating rates at our steel mills for the full year 2023 increased slightly to 78% as compared to 77% for the full year 2022.

Legislation passed by Congress is providing more than $1.5 trillion to rebuild traditional infrastructure, build-out clean energy infrastructure and re-shore semiconductor chip manufacturing back to the United States.

These steel-intensive projects are expected to create an estimated 5 to 8 million tons of additional annual steel demand in the coming years.

Funding from the Infrastructure Investment & Jobs Act (IIJA) is starting to impact the steel market and that impact is expected to last several years.

The CHIPS Act has already generated announcements for dozens of new semiconductor ecosystem projects in the U.S. representing more than $200 billion in private investments.

Strong Buy America requirements in the IIJA and the Inflation Reduction Act will promote domestically produced steel being used to rebuild U.S. infrastructure and build-out new clean energy infrastructure.

More than half of Nucor products are shipped into the construction market, and Nucor’s lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner.

*Our Challenges and Risks*

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry, with the OECD estimating that global steel production overcapacity would grow from approximately 550 million metric tons in 2022 to more than 600 million tons in 2023.

However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.

In 2023, China’s steel production was more than 1 billion tons for the fourth consecutive year.

Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties.

Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa.

An uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile and often increases or decreases rapidly in response to changes in domestic demand, unanticipated events that affect the flow of scrap into scrap yards, the availability of scrap substitutes, currency fluctuations and changes in foreign demand for scrap.

In periods of rapidly increasing raw material prices in the industry, which are often also associated with periods of stronger or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability.

We attempt to mitigate the scrap price risk by managing scrap inventory levels at the steel mills to match the anticipated demand over the next several weeks.

Certain scrap substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this

inventory management strategy difficult to achieve.

Continued successful implementation of our raw material strategy, including key investments in DRI production, coupled with the scrap brokerage and processing services performed by our team at DJJ, give us greater control over our metallic inputs and thus also helps us to mitigate this risk.

See "Item 1A.

Risk Factors- *Industry Specific Risk Factors*" for further discussion of raw material risks.

During periods of stronger or rapidly improving steel market conditions, we are more likely to be able to pass through to our customers, relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion.

During periods of weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of imports create an even more intensified competitive environment and increased pricing pressure.

All of those factors, to some degree, impact pricing, which increases the likelihood that Nucor will experience lower gross margins.

Although the majority of our steel sales are to spot market customers in North America who place their orders each month based on their business needs and our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell contract tons, most notably in our sheet operations.

Approximately 80% of our sheet sales were to contract customers in 2023 (approximately 85% in 2022), with the balance being sold in the spot market at the prevailing prices at the time of sale.

Steel contract sales outside of our sheet operations are not significant.

The amount of tons sold to contract customers at any given time depends on the overall market conditions at the time, how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming period.

Nucor management considerations include maintaining an appropriate balance of spot and contract tons based on market projections and appropriately supporting our diversified customer base.

The percentage of tons that is placed under contract also depends on the overall market dynamics and customer negotiations.

In years of strengthening demand, we typically see an increase in the percentage of sheet sales sold under contract as our customers have an expectation that transaction prices will rapidly rise, and available capacity will quickly be sold out.

To mitigate this risk, customers prefer to enter into contracts in order to obtain committed volumes of supply from the mills.

The vast majority of our contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or scrap.

[removed: Interest] [added: *Interest] Rate [removed: Risk] [added: Risk*] – Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt.

At December 31, [removed: 2022,] [added: 2023,] approximately 20% of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

As of December 31, [removed: 2022,] [added: 2023,] there were no such contracts outstanding.

[removed: Commodity] [added: *Commodity] Price [removed: Risk] [added: Risk*] – In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas.

At December 31, [removed: 2022,] [added: 2023,] accumulated other comprehensive loss, net of income taxes included [removed: $26.1] [added: $13.9] million in unrealized net-of-tax [removed: gains] [added: losses] for the fair value of these derivative instruments.

The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at December 31, [removed: 2022,] [added: 2023,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

| [removed: Commodity Derivative] [added: Commodity Derivative] | | [removed: 10% Change] [added: 10% Change] | | | | [removed: 25% Change] [added: 25% Change] | | |

[removed: Foreign] [added: *Foreign] Currency [removed: Risk] [added: Risk*] – Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico.

Open foreign currency derivative contracts at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] were insignificant.

| | | | | | | | | |

| Natural gas | | $ | 12,270 | | | $ | 30,670 | |

| Aluminum | | | 6,818 | | | | 17,079 | |

| Copper | | | 2,871 | | | | 7,190 | |

| --- | --- |

| Natural gas | | $ | 14,180 | | | $ | 35,440 | |

| Aluminum | | | 6,341 | | | | 15,849 | |

| Copper | | | 2,042 | | | | 5,117 | |

[removed: Overview][added: Overview]

In [removed: 2022,] [added: 2023,] we recycled approximately [removed: 17.8] [added: 18.4] million gross tons of scrap steel.

[removed: Segments,] [added: Segments,] Principal Products Produced, and Markets and [removed: Marketing][added: Marketing]

The steel mills segment is Nucor’s largest segment, representing 58% of the Company’s sales to external customers in the year ended December 31, [removed: 2022.][added: 2023.]

The markets for these products are largely tied to [added: end-use markets such as] nonresidential construction, durable goods and capital spending that are affected by changes in general economic conditions.

In recent years we have embarked on a strategy to advance Nucor’s [removed: growth] [added: capabilities] and further its value creation, as summarized in our Mission Statement: Grow the Core, Expand Beyond and Live Our Culture.

We have examined and prioritized [removed: high return on investment] growth opportunities across our core steelmaking, steel products and raw materials operations, and we have identified and executed on several acquisitions and investments to expand the products and services we offer beyond our traditional capabilities.

We believe that the Expand Beyond growth opportunities we are pursuing leverage our core competency as a highly efficient, industrial manufacturer working primarily with steel and steel products, while positioning us to generate attractive profit margins and returns on our invested capital selling products into growing [removed: end] [added: end-use] markets.

[removed: Our] [added: While our] business strategy shapes [removed: “what”] [added: "what] we [removed: do, while the Nucor Way] [added: do", our culture] shapes [removed: “how”] [added: "how"] we go about doing it.

We believe adherence to the key tenets of our culture [removed: as reflected in the Nucor Way] [added: — safety, integrity, trust, innovation, open communication, teamwork, inclusion, courage, can-do attitude and ownership —] is a powerful differentiator for Nucor and positions the Company favorably to deliver ongoing stockholder value to our investors.

[removed: ][added: ]

[removed: Steel] [added: *Steel] mills [removed: segment][added: segment*]

The steel mills segment also includes Nucor’s equity method [removed: investments] [added: investment] in NuMit LLC (“NuMit”) [removed: and Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“NJSM”)] (see “Steel joint ventures”- below), as well as international trading and distribution companies that buy and sell steel manufactured by the Company and other steel producers.

The steel mills segment sold [removed: approximately 18,200,000 tons to outside customers in 2022.]

In [removed: 2022, 78%] [added: 2023, 80%] of the shipments made by our steel mills segment were to external customers.

The remaining [removed: 22%] [added: 20%] of the steel mills segment’s shipments went to our steel products segment.

[removed: | | • |] *Bar mills* \- Nucor has 15 bar mills [removed: strategically] located across the United States that manufacture a broad range of [removed: steel] products, including concrete reinforcing bars, hot-rolled bars, rounds, light shapes, structural angles, channels, wire rod and highway products in carbon and alloy steels. [removed: Four of the bar mills have a significant focus on manufacturing SBQ and wire rod products. |]

We estimate that greater than [removed: 85%] [added: 80%] of our sheet steel sales in [removed: 2022] [added: 2023] were to contract customers.

[removed: | | • |] *Plate mills -* Nucor operates three plate mills that produce plate for manufacturers of barges, bridges, heavy equipment, rail cars, refinery tanks, ships, wind towers and other items. [removed: Our products are further used in the pipe and tube, pressure vessel, transportation and |]

[removed: | | | construction industries.] Considering Nucor’s production capabilities and the mix of plate products generally produced and marketed, the capacity of the plate mills is estimated at approximately [removed: 2,925,000] [added: 4,000,000] tons per year. [removed: |]

Nucor [added: has] completed construction [removed: on a] [added: of its approximately $1.70 billion] state-of-the-art plate mill in Brandenburg, Kentucky [removed: that rolled its first plate in December 2022.][added: on the Ohio River.]

[removed: Final commissioning of the] [added: The new plate] mill [removed: and the shipment of] [added: rolled] its first [added: plate in December 2022 and completed final commissioning and began shipping] tons to customers [removed: are expected to occur] in the first quarter of 2023.

[added: *Steel joint venture* -] Nucor owns a 50% economic and voting interest in NuMit, a company that owns 100% of the equity interest in Steel Technologies LLC (“Steel Technologies”), an operator of 30 strategically located sheet processing facilities in the United States, Canada and Mexico.

Steel Technologies transforms flat-rolled steel into products that meet [removed: the exact] [added: exacting] specifications for customers in a wide range of industries, including the automotive, agricultural and consumer goods markets.

[removed: Nucor owns a 50% economic and voting interest in NJSM,] [added: NJSM is] a joint venture with JFE Steel Corporation (“JFE”) of Japan that operates a galvanized sheet steel plant in central Mexico with an annual capacity of approximately 400,000 tons, that is expected to supply the country’s automotive market.

[removed: Steel] [added: *Steel] products [removed: segment][added: segment*]

In the steel products segment, Nucor produces steel joists and joist girders, steel deck, [added: galvanized torque tubes used in solar arrays,] hollow structural section (“HSS”) steel tubing, electrical conduit, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, steel grating and expanded metal, wire and wire mesh, metal building systems, insulated metal panels, steel racking, overhead doors, and utility towers and structures for communications and energy transmission.

[removed: We are confident that] [added: A value driver] in each of these businesses [removed: we can] [added: is to] readily leverage our core competencies as a highly efficient manufacturer of steel products, as well as our inclusive, safety-focused, performance-oriented culture.

Our [removed: grating business] [added: Vulcraft/Verco group also] manufactures and fabricates steel bar grating products at [added: four of its] facilities [removed: located in North America] and serves the new construction and maintenance-related markets.

The annual production capacity for our grating business is approximately [removed: 48,500] [added: 49,000] tons.

[removed: | | • |] *Rebar fabrication* – Nucor [removed: Harris] Rebar [removed: (“Harris”)] [added: Fabrication] fabricates, installs and distributes rebar for a wide variety of construction work classified as infrastructure (e.g., highways, bridges, reservoirs, utilities and airports) and various building projects, including manufacturing facilities, warehouses, data centers, hospitals, schools, stadiums, commercial office buildings and multi-tenant residential construction. [removed: We sell and install fabricated reinforcing products primarily on a construction contract bid basis. |]

They supply tensile strength, as well as additional compressive strength, and protect [removed: the] concrete from cracking.

In many markets, [removed: Harris] [added: Nucor Rebar Fabrication] sells reinforcing products on an installed basis (i.e., [removed: Harris] [added: Nucor Rebar Fabrication] fabricates the reinforcing products for a specific application and performs the installation).

[removed: Harris] [added: Nucor Rebar Fabrication] operates nearly 70 fabrication facilities across the United States and Canada, with each facility serving a local market.

[removed: | | • |] *Cold finish* - Nucor Cold Finish (“NCF”) is the largest and most diversified producer of cold finished bar products for a wide range of industrial markets in North America, with assets in Canada, Mexico and throughout the United States. [removed: The total capacity of the Nucor cold finished bar and wire facilities is approximately 1,069,000 tons per year. |]

Nucor’s cold finished facilities [removed: are among the most modern in the world, producing] [added: produce] cold finished bars for [removed: the most] demanding applications.

[added: These bars are purchased by the appliance,] automotive, construction equipment, electric motor, farm machinery and fluid power industries, as well as by service centers.

[removed: | | • |] *Steel mesh and fasteners* – Nucor manufactures wire products and industrial fasteners. [removed: |]

Nucor also produces mesh in Canada at the Harris [added: Steel Group, Inc. ("Harris")] operations of Laurel Steel.

[removed: The] [added: Its] annual [removed: production] capacity [removed: of this facility] is approximately [removed: 75,000] [added: 2,000,000] tons.

The Company also produces and procures ferrous and non-ferrous materials primarily for use in its steel manufacturing business.

approximately 18,552,000 tons to outside customers in 2023.

Four of the bar mills have a significant focus on manufacturing SBQ and wire rod products.

In February 2024, Nucor announced that the Board of Directors approved $860 million to construct a rebar micro mill in the Pacific Northwest.

Nucor is evaluating potential locations, and the project is expected to take two years to construct, subject to regulatory approvals.

*Sheet mills* - Nucor operates six sheet mills that produce flat-rolled steel for automotive, appliance, construction, pipe and tube and many other industrial and consumer applications.

Included in our six sheet mills is California Steel Industries, Inc., in which Nucor has a 51% controlling ownership position.

Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately 14,600,000 tons per year.

All of our sheet mills are equipped with galvanizing lines and four of them are equipped with cold rolling mills for further processing of hot-rolled sheet steel.

Nucor owns a 51% controlling economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM").

*Structural mills* - Nucor operates two structural mills that produce wide-flange steel beams, pilings and heavy structural steel products for fabricators, construction companies, manufacturers and steel service centers.

Nucor owns a 51% interest in Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”) located in Blytheville, Arkansas.

Nucor-Yamato is the only North American producer of high-strength, low-alloy beams.

Common applications for the high-strength, low-alloy beams include gravity columns for high-rise buildings, long-span trusses for stadiums and convention centers, and for use in all projects where seismic design is a critical factor.

These include savings in terms of construction time, weight, space, and overall environmental impact.

Nucor sells its high-strength, low-alloy beams under the trade name AEOSTM.

Our products are further used in the pipe and tube, pressure vessel, transportation and construction industries.

*Vulcraft/Verco* – The Vulcraft/Verco group is the nation’s leading producer of open-web steel joists, joist girders and steel decking, which are used primarily for nonresidential building

construction.

Steel joists and joist girders are produced and marketed throughout the United States by seven domestic Vulcraft facilities.

The Vulcraft/Verco group’s steel decking is produced and marketed throughout the United States by nine domestic plants.

Six of these plants are adjacent to Vulcraft joist facilities.

The Vulcraft/Verco group also has two plants in Canada—one in Eastern Canada and one in Western Canada—that produce both joist and deck.

The annual joist production capacity is approximately 745,000 tons and the annual deck production capacity is approximately 560,000 tons.

*Tubular products* – The Nucor Tubular Products (“NTP”) group has eight tubular facilities that are located in close proximity to Nucor’s sheet mills.

The NTP group produces HSS steel tubing, mechanical steel tubing, galvanized solar torque tube, piling, sprinkler pipe, heat-treated tubing and electrical conduit.

HSS steel tubing, mechanical steel tubing and sprinkler pipe are used in structural and mechanical applications, including nonresidential construction, infrastructure, agricultural, automotive and construction equipment end-use markets.

Heat-treated tubing and electrical conduit are primarily used to protect and route electrical wiring in various nonresidential structures such as hospitals, schools, office buildings, hotels, stadiums and shopping malls.

Solar torque tube is an essential component for ground-mount solar systems.

We sell and install fabricated reinforcing products primarily on a construction contract bid basis.

*Piling products -* Skyline Steel LLC and its subsidiaries (“Skyline”) are primarily steel foundation distributors serving the North American market.

Skyline distributes products to service marine construction, bridge and highway construction, heavy civil construction, flood protection, underground commercial parking and environmental containment projects in the infrastructure and construction industries.

Skyline also manufactures a complete line of geostructural foundation solutions, including threaded bar, micropile, strand anchors and hollow bar.

It also processes and fabricates spiral weld pipe piling, rolled and welded pipe piling, and cold-formed sheet piling.

The total capacity of the Nucor cold finished bar and wire facilities is approximately 1,069,000 tons per year.

*Buildings group* – The Nucor Buildings group is the nation’s leading supplier of pre-engineered metal buildings.

*Insulated metal panels (“IMP”)* – We believe the Nucor Insulated Panels Group, which includes industry leading brands, CENTRIA and Metl-Span, broadens the value-added solutions that the Nucor Buildings group can provide to targeted end markets such as warehousing, distribution and data centers.

We expect these end-use markets to continue to grow in the coming years.

IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations related greenhouse gas (“GHG”) emissions for owners and lessees.

*Warehouse Systems* – Nucor Warehouse Systems (“NWS”) produces and installs custom designed steel racking systems for a variety of applications, including data centers and warehouses.

| --- | --- |

The Company also produces direct reduced iron (“DRI”) for use in its steel mills.

Through The David J.

Joseph Company and its affiliates (“DJJ”), the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron (“HBI”) and DRI.

| --- | --- | --- |

| | • | *Sheet mills* - Nucor operates six strategically located sheet mills that utilize thin slab casters to produce flat-rolled steel for automotive, appliance, construction, pipe and tube and many other industrial and consumer applications. Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately 13,800,000 tons per year. All of our sheet mills are equipped with galvanizing lines and four of them are equipped with cold rolling mills for further processing of hot-rolled sheet steel. |

| | • | *Structural mills* - Nucor operates two structural mills that produce wide-flange steel beams, pilings and heavy structural steel products for fabricators, construction companies, manufacturers and steel service centers. Nucor owns a 51% interest in Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”) located in Blytheville, Arkansas. Nucor-Yamato is the only North American producer of high-strength, low-alloy beams. Common applications for the high-strength, low-alloy beams include gravity columns for high-rise buildings, long-span trusses for stadiums and convention centers, and for all projects where seismic design is a critical factor. The benefits of high-strength, low-alloy beams are increasingly recognized by Nucor’s customers in the construction sector. These include savings in terms of construction time, weight, space, and overall environmental impact. Nucor sells its high-strength, low-alloy beams under the trade name AEOSTM. |

Both mills use a special continuous casting method that produces a beam blank closer in shape to that of the finished beam than traditional methods.

| | • | *Steel joint ventures* - Nucor owns 50% interests in a North American sheet steel processing joint venture and a galvanized sheet steel plant in Mexico. |

| | • | *Vulcraft/Verco* – The Vulcraft/Verco group is the nation’s leading producer of open-web steel joists, joist girders and steel decking, which are used primarily for nonresidential building construction. Steel joists and joist girders are produced and marketed throughout the United States by seven domestic Vulcraft facilities. The Vulcraft/Verco group’s steel decking is produced and marketed throughout the United States by nine domestic plants. Six of these plants are adjacent to Vulcraft joist facilities. The Vulcraft/Verco group also has two plants in Canada—one in Eastern Canada and one in Western Canada—that produce both joist and deck. The annual joist production capacity is approximately 745,000 tons and the annual deck production capacity is approximately 560,000 tons. |

| | • | *Tubular products* – The Nucor Tubular Products (“NTP”) group has eight tubular facilities that are strategically located in close proximity to Nucor’s sheet mills as they are a consumer of hot-rolled coil. The NTP group produces HSS steel tubing, mechanical steel tubing, galvanized solar torque tube, piling, sprinkler pipe, heat-treated tubing and electrical conduit. HSS steel tubing, mechanical steel tubing and sprinkler pipe are used in structural and mechanical applications, including nonresidential construction, infrastructure, agricultural, automotive and construction equipment end-use markets. Heat-treated tubing and electrical conduit are primarily used to protect and route electrical wiring in various nonresidential structures such as hospitals, schools, office buildings, hotels, stadiums and shopping malls. Solar torque tube is an essential component for ground-mount solar systems. |

| | • | *Piling products -* Skyline Steel LLC and its subsidiaries (“Skyline”) are primarily a steel foundation distributor serving the North American market. Skyline distributes products to service marine construction, bridge and highway construction, heavy civil construction, flood protection, underground commercial parking and environmental containment projects in the infrastructure and construction industries. Skyline also manufactures a complete line of geostructural foundation solutions, including threaded bar, micropile, strand anchors and hollow bar. It also processes and fabricates spiral weld pipe piling, rolled and welded pipe piling, and cold-formed sheet piling. |

These bars are purchased by the appliance,

The combined annual production capacity of the steel mesh facilities is approximately 128,000 tons.

| | • | *Insulated metal panels (“IMP”)* – We established this business with the acquisition of Truecore, LLC (“TrueCore”) in 2019, and in August 2021, expanded significantly by purchasing the assets of the IMP business of Cornerstone Building Brands, Inc., which was comprised of two industry leading brands, CENTRIA and Metl-Span. We believe these acquisitions will broaden the value-added solutions that the Nucor Buildings group can provide to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations related greenhouse gas (“GHG”) emissions for owners and lessees. |

| | • | *Nucor Warehouse Systems* – In April 2022, Nucor purchased the steel racking manufacturer, Elite Storage Solutions. This acquisition combined with Nucor’s initial steel racking business, Hannibal Industries, Inc. (“Hannibal”), form the Nucor Warehouse Systems (“NWS”) group. NWS produces and installs custom designed steel racking systems for a variety of applications, including data centers and warehouses. NWS has three manufacturing locations and has an annual production capacity of approximately 168,000 tons. |

We believe this could result in earlier and more thoughtful consideration being given to steel-based solutions from Nucor, and a better appreciation for some of our unique products and capabilities, such as AEOSTM , ECONIQTM and ElcyonTM.

| | • | Nucor has completed construction of a new $352 million third generation flexible galvanizing line with an annual capacity of approximately 500,000 tons at our Nucor Steel Arkansas facility. We believe this project, combined with Nucor Steel Arkansas’ specialty cold mill that has been in operation for more than three years, position Nucor among North American EAF steelmakers to provide the high-strength, light-weight steels that are increasingly in demand from the automotive and other sectors. |

| | • | Nucor has completed construction on our approximately $1.70 billion state-of-the-art plate mill in Brandenburg, Kentucky on the Ohio river. The new plate mill rolled its first plate in December 2022 and we expect to complete final commissioning and begin shipping tons to customers in the first quarter of 2023. We expect the mill to be capable of producing approximately 1,200,000 tons per year of steel plate products. With the capability to manufacture nearly all the different types of plate products consumed in the United States, we believe this mill will position Nucor as the supplier of choice in the domestic plate market. We expect domestic demand for steel plate to grow in the coming years as offshore wind farms are permitted and developed with increasing frequency. Steel plate is essential to constructing offshore wind towers, as is steel rebar. |

| | • | In January 2022, Nucor announced that its new state-of-the-art sheet mill will be located in Mason County, West Virginia. As of February 2023, Nucor had determined that constructing the mill would require a net cash outlay of approximately $3.1 billion for the West Virginia sheet mill, an increase from its original estimate of $2.7 billion when the project was first announced. The revised $3.1 billion estimate is net of $275 million in cash proceeds received from the State of West Virginia for costs related to the site location. Factors contributing to the increased capital cost include general inflation, the acquisition of additional property and equipment, and expanded port and rail infrastructure requirements. As of February 2023, Nucor had received all required state permits and was working to secure federal permits. Construction of the new sheet mill is expected to take two to three years following receipt of all necessary permits. |

Its annual capacity is estimated at approximately 2,500,000 tons.

| | • | In August 2021, Nucor acquired the assets of the IMP business of Cornerstone for a cash purchase price of approximately $1.00 billion. The acquired IMP business is comprised of two industry leading brands, CENTRIA and Metl-Span. The brands are now part of the Nucor Insulated Panel group, which also includes the Company's initial IMP business, TrueCore. We believe this acquisition will broaden the value-added solutions that the Nucor Buildings group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related GHG emissions for owners and lessees. |

| | • | In August 2021, Nucor acquired Hannibal for $370 million. Hannibal is a leading national provider of racking solutions to warehouses and serves the e-commerce, industrial, food storage and retail segments. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers. It utilizes sheet and bar steel, as well as steel decking, wire deck and fasteners to produce its racking solutions, providing potential supply chain efficiencies with other Nucor businesses. In addition to manufacturing racking solutions, Hannibal works closely with customers during the construction and design phases of a warehouse build-out by offering turn-key services such as installation, procurement and facility integration. Hannibal also provides retrofit services to support customers’ efforts to modernize and/or repurpose existing facilities. |

In January 2023, Fitch Ratings initiated coverage of Nucor and established new long-term and short-term credit ratings of A- and F1, respectively.

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry.

In 2022, despite Covid-19 lockdowns and the slowest economic growth in half a century, China still produced 1.11 billion tons of steel, down slightly from its all-time record.

According to OECD, state-owned Chinese steel companies are involved in 13 cross-border steel investments and are part of nine joint venture investments outside of the country.

Most of these projects are in Asia and Africa.

In December of 2022, the World Trade Organization (WTO) ruled that the Section 232 tariffs violated U.S. WTO commitments.

The U.S. government strongly disagrees with the ruling and is appealing.

Depending on the market conditions at the time, variable steel pricing mechanisms may be implemented to assist Nucor in maintaining operating margins and in meeting our customer commitments during periods of rapidly changing scrap and scrap substitute costs.

During 2022, we sourced approximately 0.8 million tons of prime scrap from these programs.

GHG emissions by the energy sector have received an increasing amount of attention in recent years, as more people become concerned that these emissions may be a significant contributor to climate change.

This has led to increasing support for, and investment in, low or zero carbon energy generation technologies such as solar, wind and nuclear.

As a result, the development of these technologies has accelerated, and in many cases, they are now cost competitive with traditional, fossil fuel-based power generation.

We believe that this ongoing diversification of power generation technologies is fundamentally positive, but without careful planning and investment there is some risk to the reliability of the domestic power grid as this transition continues.

In particular, legacy fossil fuel-based assets will remain essential for some time to come and the U.S. transmission grid is broadly in need of substantial upgrades to take full advantage of these newer, more intermittent power sources.

In July 2021, we announced a commitment to lower the GHG emissions intensity from our steel mill operations by 35% in 2030, measured against a 2015 baseline - the year the Paris Climate Agreement was adopted.

As a result, Nucor’s GHG intensity in 2030 is expected to be 77% less than the global average when the target was set.

We expect to achieve these goals with a multi-pronged approach that includes utilization of renewable energy, carbon substitutes, more efficient operations and carbon sequestration.

Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.

With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.

We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows.

Nucor maintains liability insurance with self-insurance limits for certain risks.

During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the United States Environmental Protection Agency.

A combined settlement is currently being negotiated with the United States Department of Justice, United States Environmental Protection Agency and the Louisiana Department of Environmental Quality.

We do not believe that any aggregate settlement for these allegations will be material to Nucor.

There were no other proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition).

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

| [removed: ☒] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year [removed: ended December 31, 2022][added: ended December 31, 2023]

| [removed: ☐] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934 For] [added: 1934 For] the transition period from ________ [removed: to ________] [added: to ________] |

[removed: NUCOR CORPORATION][added: NUCOR CORPORATION]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol(s)] [added: Trading Symbol(s)] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $27.49] [added: $40.56] billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, July [removed: 2, 2022.][added: 1, 2023.]

The number of shares of the registrant’s common stock outstanding as of February 21, [removed: 2023] [added: 2024] was [removed: 251,929,269.][added: 240,745,037.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the registrant’s definitive proxy statement to be filed with the [removed: United States Securities and Exchange Commission] [added: SEC] in connection with the registrant’s [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference [removed: in] [added: into] Part III of this report to the extent described herein.

[removed: Annual] [added: Annual] Report on Form [removed: 10-K][added: 10-K]

[removed: Table of Contents][added: Table of Contents]

| [removed: PART I] [added: PART I] | | | | | | | | |

| | | [removed: Item 1.] [added: Item 1.] | | [removed: [Business](#ITEM_1_BUSINESS)] [added: [Business](#item_1_business)] | | | 1 | |

| | | [removed: Item 1A.] [added: Item 1A.] | | [removed: [Risk Factors](#ITEM_1A_RISK_FACTORS)] [added: [Risk Factors](#item_1a_risk_factors)] | | | [removed: 19] [added: 20] | |

| | | [removed: Item 1B.] [added: Item 1B.] | | [removed: [Unresolved] [added: [Unresolved] Staff [removed: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] [added: Comments](#item_1b_unresolved_staff_comments)] | | | 25 | |

| | | [removed: Item 2.] [added: Item 2.] | | [removed: [Properties](#ITEM_2_PROPERTIES)] [added: [Properties](#item_2_properties)] | | | [removed: 26] [added: 28] | |

| | | [removed: Item 3.] [added: Item 3.] | | [removed: [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] [added: [Legal Proceedings](#item_3_legal_proceedings)] | | | [removed: 27] [added: 29] | |

| | | [removed: Item 4.] [added: Item 4.] | | [removed: [Mine] [added: [Mine] Safety [removed: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] [added: Disclosures](#item_4_mine_safety_disclosures)] | | | [removed: 27] [added: 29] | |

| | | [removed: [Information] [added: [Information] About Our Executive [removed: Officers](#INFORMATION_ABOUT_OUR_EXECUTIVE_OFFICERS)] [added: Officers](#information_about_our_executive_officers)] | | | | | [removed: 27] [added: 29] | |

| [removed: PART II] [added: PART II] | | | | | | | | |

| | | [removed: Item 5.] [added: Item 5.] | | [removed: [Market] [added: [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU)] [added: Securities](#item_5_market_for_registrants_common_equ)] | | | [removed: 30] [added: 32] | |

| | | [removed: Item 6.] [added: Item 6.] | | [removed: [\[Reserved\]](#ITEM_6_RESERVED)] [added: [\[Reserved\]](#item_6_reserved)] | | | [removed: 31] [added: 32] | |

| | | [removed: Item 7.] [added: Item 7.] | | [removed: [Management’s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] [added: Operations](#item_7_managements_discussion_analysis_f)] | | | [removed: 32] [added: 33] | |

| | | [removed: Item 7A.] [added: Item 7A.] | | [removed: [Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS)] [added: Risk](#item_7a_quantitative_qualitative_disclos)] | | | [removed: 49] [added: 48] | |

| | | [removed: Item 8.] [added: Item 8.] | | [removed: [Financial] [added: [Financial] Statements and Supplementary [removed: Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR)] [added: Data](#item_8_financial_statements_supplementar)] | | | [removed: 50] [added: 49] | |

| | | [removed: Item 9.] [added: Item 9.] | | [removed: [Changes] [added: [Changes] in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC)] [added: Disclosure](#item_9_changes_in_disagreements_with_acc)] | | | [removed: 91] [added: 90] | |

| | | [removed: Item 9A.] [added: Item 9A.] | | [removed: [Controls] [added: [Controls] and [removed: Procedures](#ITEM_9A_CONTROLS_PROCEDURES)] [added: Procedures](#item_9a_controls_procedures)] | | | [removed: 91] [added: 90] | |

| | | [removed: Item 9B.] [added: Item 9B.] | | [removed: [Other Information](#ITEM_9B_OR_INFORMATION)] [added: [Other Information](#item_9b_or_information)] | | | [removed: 91] [added: 90] | |

| | | [removed: Item 9C.] [added: Item 9C.] | | [removed: [Disclosure] [added: [Disclosure] Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN_JUR)] [added: Inspections](#item_9c_disclosure_regarding_foreign_jur)] | | | [removed: 91] [added: 90] | |

| [removed: PART III] [added: PART III] | | | | | | [removed: \`] | | |

| | | [removed: Item 10.] [added: Item 10.] | | [removed: [Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance](#ITEM_10)] [added: Governance](#item_10)] | | | [removed: 92] [added: 91] | |

| | | [removed: Item 11.] [added: Item 11.] | | [removed: [Executive Compensation](#ITEM_11)] [added: [Executive Compensation](#item_11)] | | | [removed: 92] [added: 91] | |

| | | [removed: Item 12.] [added: Item 12.] | | [removed: [Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ITEM_12)] [added: Matters](#item_12)] | | | [removed: 92] [added: 91] | |

| | | [removed: Item 13.] [added: Item 13.] | | [removed: [Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence](#ITEM_13)] [added: Independence](#item_13)] | | | [removed: 92] [added: 91] | |

| | | [removed: Item 14.] [added: Item 14.] | | [removed: [Principal] [added: [Principal] Accountant Fees and [removed: Services](#ITEM_14)] [added: Services](#item_14)] | | | [removed: 92] [added: 91] | |

| [removed: PART IV] [added: PART IV] | | | | | | | | |

| | |

or

| | |

| | |

| | | | | |

| | | | | | | |

Portions of the registrant's annual report to stockholders for the year ended December 31, 2023, which will be posted to the registrant's website and furnished to the SEC subsequent to the date hereof are incorporated by reference into Part II of this report to the extent described herein.

during

Nucor Corporation

For the Fiscal Year Ended December 31, 2023

| | | Item 1C. | | [Cybersecurity](#item_1c_cybersecurity) | | | 25 | |

| | | | | | | | | |

| | | | | | | | | |

or

| --- | --- |

Nucor recognizes the importance of developing, implementing, and maintaining effective cybersecurity measures designed to protect our information systems and the confidentiality, integrity, and availability of our data.

We face a number of information technology and cybersecurity threats which could have an adverse effect on our business and results of operations.

Notwithstanding the Company’s cybersecurity framework and preventative strategies, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

See “Item 1A.

Risk Factors” for a discussion of cybersecurity risks.

Risk Management and Strategy

*Overview*

We have developed and implemented a cybersecurity risk management program that is intended to enable us to assess, identify, and manage risk associated with cybersecurity threats.

Our program is based on the Cybersecurity Framework promulgated by the National Institute of Standards and Technology and other applicable industry standards, and includes the following key elements:

identification and assessment of cybersecurity threats based on internal and external assessments and monitoring, information from internal stakeholders, and external publications and resources such as those made available by the United States Cybersecurity and Infrastructure Security Agency;

technical and organizational safeguards designed to protect against identified threats, including documented policies and procedures, technical controls, and employee education and awareness;

processes to detect the occurrence of cybersecurity events, and maintenance and regular testing of incident response and recovery and business continuity plans and processes; and

a third-party risk management process to manage cybersecurity risks associated with our service providers, suppliers, and vendors.

The program is designed to foster a culture of cybersecurity risk management across the Company.

*Integrated Overall Risk Management*

Assessing, identifying, and managing cybersecurity-related risks is integrated into our overall risk management framework.

The Company conducts an annual cybersecurity risk assessment and reports the most significant risks and associated planned mitigation strategies to the Audit Committee of the Board of Directors.

The annual risk assessment is carried out under the supervision of the President of Nucor Business Technology, the Company’s Cybersecurity Director, and the Company’s Vice President and Corporate Controller.

See “Governance” below.

The Board also regularly receives focused presentations regarding cybersecurity risks from the Company’s Cybersecurity Director.

*Third-Party Engagement*

Due to the complexity and ever-changing nature of cybersecurity threats, Nucor engages a range of external experts to assist in its assessment, identification, and management of risks from cybersecurity threats.

These include cybersecurity assessors, forensic and incident response experts, and auditors to review the Company’s cybersecurity posture and responsive efforts.

Our relationships with these external partners enable us to leverage their expertise with the goal of maintaining best practices.

*Oversight of Third-Party Risks*

Our third-party service providers, suppliers, and vendors face their own risks from cybersecurity threats that could impact Nucor in certain circumstances.

In response, we have implemented processes for overseeing and managing these risks.

Those processes include limiting the exposure of our information systems to external systems to the least practicable amount, assessing the third parties’ information security practices before allowing them to access our information systems or data, requiring the third parties to implement appropriate cybersecurity controls in our agreements with them, and conducting ongoing monitoring of their compliance with those requirements.

We also utilize third-party risk and compliance monitoring services to monitor our service providers, suppliers, and vendors and to augment the effectiveness of our risk mitigation efforts in this area.

*Risks from Cybersecurity Threats*

As of the date of this report, no risks from cybersecurity threats, including as a result of cybersecurity incidents we have experienced in the past, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

Governance

The Company seeks to ensure effective governance in managing risks associated with cybersecurity threats, as more thoroughly described below.

*Board of Directors Oversight*

The Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats.

The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology.

See “Integrated Overall Risk Management” above.

*Management’s Role in Cybersecurity Risk Management*

A division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company’s information technology needs, including cybersecurity risk assessment and management.

NBT’s cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Company’s Chair, President, and Chief Executive Officer.

| [removed: Location] [added: Location] | | [removed: Approximate] [added: Approximate] square footage of [removed: facilities] [added: facilities] | | | | [removed: Principal products] [added: Principal products] |

| Hickman, Arkansas | | | [removed: 2,730,000] [added: 2,740,000] | | | Flat-rolled steel |

| Blytheville, Arkansas | | | 2,700,000 | | | Structural [added: steel, sheet] steel |

| Berkeley County, South Carolina | | | [removed: 2,370,000] [added: 2,430,000] | | | Flat-rolled steel, structural steel |

| Crawfordsville, Indiana | | | [removed: 1,880,000] [added: 1,890,000] | | | Flat-rolled steel |

| Norfolk, Nebraska | | | [removed: 1,530,000] [added: 1,540,000] | | | Steel shapes |

| Kankakee, Illinois | | | [removed: 840,000] [added: 850,000] | | | Steel shapes |

| Tuscaloosa, Alabama | | | [removed: 600,000] [added: 610,000] | | | Steel plate |

| Sedalia, Missouri | | | [removed: 360,000] [added: 470,000] | | | Steel shapes |

In the steel products segment, we have 92 operating facilities, excluding the locations listed above, in [removed: 38] [added: 39] states with 29 operating facilities in Canada and two in Mexico.

[removed: Our subsidiary, Harris Steel Inc.,] [added: Nucor Rebar Fabrication] also operates multiple sales offices in Canada and certain other foreign locations.

[removed: Hannibal Industries, Inc., which we acquired during 2021,] [added: NWS] has leased square footage of approximately 630,000 square feet in Los Angeles, California, and has leased square footage of approximately 420,000 square feet in Houston, Texas.

In the raw materials segment, we have 93 operating facilities in [removed: 22] [added: 19] states with one operating facility in Point Lisas, Trinidad.

DJJ has [removed: 88] [added: 85] operating facilities in [removed: 21] [added: 18] states along with multiple brokerage offices in the United States and certain other foreign locations.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in [removed: 2022] [added: 2023] were approximately [removed: 77%, 74%] [added: 78%, 64%] and [removed: 68%] [added: 71%] of production capacity, respectively.

| Silao, Guanajuato, Mexico | | | 680,000 | | | Flat-rolled steel |

| Brandenburg, Kentucky | | | 490,000 | | | Steel plate |

| | | | | | | |

| --- | --- |

| Longview, Texas | | | 430,000 | | | Steel plate |

| Item 3. | Legal Proceedings. |

Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.

With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated.

We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows.

Nucor maintains liability insurance with self-insurance limits for certain risks.

There were no proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition).

| Item 4. | Mine Safety Disclosures |

Not applicable.

Information About Our Executive Officers

The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person’s principal occupation or employment during the past five years.

Each executive officer of Nucor is elected by the Board of Directors and holds office from the date of election until removed by the Board.

Allen C.

Behr (49), Executive Vice President of Plate and Structural Products, was named EVP in May 2020.

Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-Texas in 1999.

In 2001, he became the Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008.

Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012.

He was promoted to President of the Vulcraft/Verco group in 2014 and he served as General Manager of Nucor Steel-Texas from 2017 to 2019.

*Noah* *Hanners* (43)*,* Executive Vice President of Raw Materials, became EVP in January 2023.

Mr. Hanners began his career with Nucor in 2011 as Melt Shop Engineer at Nucor Steel South Carolina.

He next served as Shift Supervisor and was then promoted to Melt Shop Manager at Nucor Steel Auburn, Inc. Mr. Hanners later served as General Manager of Nucor Tubular Products and General Manager of Nucor Steel Kankakee, Inc. and was promoted to Vice President in 2019.

He served as the Vice President and General Manager of The David J.

Joseph Company from 2019 to 2022*.*

John Hollatz (47), Executive Vice President of Bar, Engineered Bar, and Rebar Fabrication Products, was named EVP in May 2022.

Mr. Hollatz began his career at Nucor in 1999 as Design Engineer at Vulcraft Indiana and then served as Sales Engineer and Sales Manager at Vulcraft Nebraska.

Mr. Hollatz later served as General Manager of Nucor Building Systems South Carolina, General Manager of Vulcraft Indiana, and President of the Vulcraft/Verco group.

He was promoted to Vice President and General Manager of Nucor Steel Decatur, LLC in 2016.

Douglas J.

Jellison (64), Executive Vice President of Strategy, was named EVP in January 2021.

Mr. Jellison began his Nucor career in 1990 as Materials Manager at Nucor Bearing Products and has worked in various positions and businesses in his more than 30 years with Nucor, including several controller and business development roles.

Mr. Jellison was promoted to Vice President in 2004 and served as General Manager of Nucor Bearing Products, Nucor Steel Seattle, Inc. and Nucor-Yamato.

He then served as President of Nucor Tubular Products and most recently as President of Nucor’s steel piling subsidiary, Skyline Steel LLC.

Stephen D.

Laxton (52), Chief Financial Officer, Treasurer, and Executive Vice President, became CFO in March 2022.

Mr. Laxton began his career at Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014.

Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development.

Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank.

Gregory J.

Murphy (59), Executive Vice President of Business Services and General Counsel, was named EVP in January 2021.

Not applicable.

Information About Our Executive Officers

The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person’s principal occupation or employment during the past five years.

Each executive officer of Nucor is elected by the Board of Directors and holds office from the date of election until removed by the Board.

*Allen C.

Behr* (50), Executive Vice President of Plate and Structural Products, was named EVP in May 2020.

Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-Texas in 1999.

In 2001, he became the

Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008.

Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012.

He was promoted to President of the Vulcraft/Verco group in 2014 and he served as General Manager of Nucor Steel-Texas from 2017 to 2019.

*Brad Ford* (45)*,* Executive Vice President of Fabricated Construction Products, became EVP in May 2023.

Mr. Ford began his career at The David J.

Joseph Company (DJJ) in 2001 as a Brokerage Representative and subsequently served as District Manager and International Trading Manager.

In 2013, Mr. Ford became Commercial Vice President at DJJ's subsidiary, Trademark Metals Recycling LLC (TMR), and then served as President of TMR from 2015 to 2020.

Mr. Ford became General Manager of Vulcraft-Indiana in 2020.

He was promoted to Vice President of Nucor in 2022 and most recently served as Vice President and General Manager of Nucor Steel Decatur, LLC.

*Noah Hanners* (44)*,* Executive Vice President of Raw Materials, became EVP in January 2023.

Mr. Hanners began his career with Nucor in 2011 as Melt Shop Engineer at Nucor Steel South Carolina.

He next served as Shift Supervisor and was then promoted to Melt Shop Manager at Nucor Steel Auburn, Inc. Mr. Hanners later served as General Manager of Nucor Tubular Products and General Manager of Nucor Steel Kankakee, Inc. and was promoted to Vice President in 2019.

He served as the Vice President and General Manager of The David J.

Joseph Company from 2019 to 2022*.*

*John Hollatz* (48)*,* Executive Vice President of Bar, Engineered Bar, and Rebar Fabrication Products, was named EVP in May 2022.

Mr. Hollatz began his career at Nucor in 1999 as Design Engineer at Vulcraft Indiana and then served as Sales Engineer and Sales Manager at Vulcraft Nebraska.

Mr. Hollatz later served as General Manager of Nucor Building Systems South Carolina, General Manager of Vulcraft Indiana, and President of the Vulcraft/Verco group.

He was promoted to Vice President and General Manager of Nucor Steel Decatur, LLC in 2016.

*Douglas J.

Jellison* (65), Executive Vice President of Strategy, was named EVP in January 2021.

Mr. Jellison began his Nucor career in 1990 as Materials Manager at Nucor Bearing Products and has worked in various positions and businesses in his more than 30 years with Nucor, including several controller and business development roles.

Mr. Jellison was promoted to Vice President in 2004 and served as General Manager of Nucor Bearing Products, Nucor Steel Seattle, Inc. and Nucor-Yamato.

He then served as President of Nucor Tubular Products and most recently as President of Nucor’s steel piling subsidiary, Skyline Steel LLC.

*Stephen D.

Laxton* (53)*,* Chief Financial Officer, Treasurer, and Executive Vice President, became CFO in March 2022.

Mr. Laxton began his career at Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014.

Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development.

Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank.

*Gregory J.

Murphy* (60), Executive Vice President of Business Services and General Counsel, was named EVP in January 2021.

Mr. Murphy began his Nucor career in 2015 as Vice President and General Counsel.

In 2020, he assumed additional responsibilities and was named General Counsel and Vice President of Legal, Environmental and Public Affairs.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 12,000] [added: 11,000] stockholders of record of our common stock.

Our share repurchase program activity for each of the three months and the quarter ended December 31, [removed: 2022] [added: 2023] was as follows (in thousands, except per share amounts):

| | | [removed: Total] [added: Total] Number of Shares [removed: Purchased] [added: Purchased] | | | | [removed: Average] [added: Average] Price Paid per Share [removed: (1)] [added: (1)] | | | | [removed: Total] [added: Total] Number of Shares Purchased as Part of Publicly Announced Plans or Programs [removed: (2)] [added: (2)] | | | | [removed: Approximate] [added: Approximate] Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs [removed: (2)] [added: (2)] | | |

| For the Quarter Ended December 31, [removed: 2022] [added: 2023] | | | [removed: 3,090] [added: 1,000] | | | | | | | | [removed: 3,090] [added: 1,000] | | | | | |

[removed: | (1) |] Includes commissions of [removed: $0.84] [added: $0.02] per share. [removed: |]

[removed: | (2) |] On [removed: December 2, 2021,] [added: May 11, 2023,] the Company announced that [removed: the] [added: its] Board of Directors had approved a [removed: new] share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. [removed: The share repurchase authorization is discretionary and has no expiration date. |]

Nucor paid a total dividend of [removed: $2.00] [added: $2.04] per share in [removed: 2022] [added: 2023] compared with [removed: $1.62] [added: $2.00] per share in [removed: 2021.][added: 2022.]

In December [removed: 2022,] [added: 2023,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.51] [added: $0.54] per share from [removed: $0.50] [added: $0.51] per share.

In February [removed: 2023,] [added: 2024,] the Board of Directors declared Nucor’s [removed: 200th] [added: 204th] consecutive quarterly cash dividend of [removed: $0.51] [added: $0.54] per share payable on May [removed: 11, 2023] [added: 10, 2024] to stockholders of record on March [removed: 31, 2023.][added: 28, 2024.]

| | | | | | | | | | | | | | | | | |

| October 1, 2023—October 28, 2023 | | | — | | | $ | \- | | | | — | | | $ | 3,499,941 | |

| October 29, 2023—November 25, 2023 | | | — | | | $ | \- | | | | — | | | $ | 3,499,941 | |

| November 26, 2023—December 31, 2023 | | | 1,000 | | | $ | 177.18 | | | | 1,000 | | | $ | 3,322,765 | |

(1)

(2)

The share repurchase authorization is discretionary and has no expiration date.

The stock performance graph required by Item 201(e) of Regulation S-K is incorporated into this report by reference from the Company's annual report to stockholders for the year ended December 31, 2023, which will be posted to the Company's website and furnished to the SEC subsequent to the date of this report.

The stock performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed to be "soliciting material" subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

| --- | --- |

| October 2, 2022—October 29, 2022 | | | 1,826 | | | $ | 122.05 | | | | 1,826 | | | $ | 1,266,670 | |

| October 30, 2022—November 26, 2022 | | | 1,034 | | | $ | 138.26 | | | | 1,034 | | | $ | 1,123,698 | |

| November 27, 2022—December 31, 2022 | | | 230 | | | $ | 160.07 | | | | 230 | | | $ | 1,086,921 | |

Stock Performance

This graphic comparison assumes the investment of $100 in each of Nucor common stock, the S&P 500 Index and the S&P 1500 Steel Index, all at year-end 2017.

The resulting cumulative total return assumes that cash dividends were reinvested.

Nucor common stock comprised 36% of the S&P 1500 Steel Index at year-end 2022 (36% at year-end 2017).


| --- | --- |

| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nucor Corporation should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes to the consolidated financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 2022 and 2021.

Information concerning the year ended December 31, 2021 and a comparison of the years ended December 31, 2021 and 2020 may be found under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022.

Overview

The U.S. economy grew at a slower rate in 2022 – 2.1 percent – compared 5.9 percent the prior year.

Steel market demand in 2022 remained strong across many of the end markets we serve, particularly nonresidential construction.

Operating rates at our steel mills for the full year 2022 decreased to 77% as compared to 94% for the full year 2021.

Actions taken by Congress during the past two years are providing more than $1.5 trillion to rebuild traditional infrastructure, build-out clean energy infrastructure and re-shore semiconductor chip manufacturing back to the United States.

These are steel-intensive projects that are expected to create millions of tons of additional steel demand.

Funding from the Infrastructure Investment & Jobs Act (IIJA) will begin to make a significant impact in the market in 2023, and the CHIPS Act has already generated announcements for 40 new semiconductor ecosystem projects in the U.S. representing nearly $200 billion in private investments across 16 states.

Strong Buy America requirements in the IIJA and the Inflation Reduction Act will ensure domestically produced steel is used to rebuild U.S. infrastructure and build-out new clean energy infrastructure.

Approximately 50% of Nucor products are shipped into the construction market, and Nucor’s lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner.

Our Challenges and Risks

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry, with the OECD estimating that global steel production overcapacity is currently more than 500,000,000 tons.

However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.

In 2022, China’s steel production was 1.1 billion tons compared to 1.13 billion tons the previous year.

Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties.

Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa.

A major uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile and often increases or decreases rapidly in response to changes in domestic demand, unanticipated events that affect the flow of scrap into scrap yards, the availability of scrap substitutes, currency fluctuations and changes in foreign demand for scrap.

In periods of rapidly increasing raw material prices in the industry, which are often also associated with periods of stronger or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability.

We attempt to mitigate the scrap price risk by managing scrap inventory levels at the steel mills to match the anticipated demand over the next several weeks.

Certain scrap substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this inventory management strategy difficult to achieve.

Continued successful implementation of our raw material strategy, including key investments in DRI production, coupled with the scrap brokerage and processing services performed by our team at DJJ, give us greater control over our metallic inputs and thus also helps us to mitigate this risk.

During periods of stronger or rapidly improving steel market conditions, we are more likely to be able to pass through to our customers, relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion.

During periods of weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of imports create an even more intensified competitive environment and increased pricing pressure.

All of those factors, to some degree, impact pricing, which increases the likelihood that Nucor will experience lower gross margins.

Although the majority of our steel sales are to spot market customers in North America who place their orders each month based on their business needs and our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell contract tons, most notably in our sheet operations.

Approximately 85% of our sheet sales were to contract customers in 2022 (approximately 80% in 2021), with the balance being sold in the spot market at the prevailing prices at the time of sale.

Steel contract sales outside of our sheet operations are not significant.

The amount of tons sold to contract customers at any given time depends on the overall market conditions at the time, how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming period.

Nucor management considerations include maintaining an appropriate balance of spot and contract tons based on market projections and appropriately supporting our diversified customer base.

The percentage of tons that is placed under contract also depends on the overall market dynamics and customer negotiations.

In years of strengthening demand, we typically see an increase in the percentage of sheet sales sold under contract as our customers have an expectation that transaction prices will rapidly rise, and available capacity will quickly be sold out.

To mitigate this risk, customers prefer to enter into contracts in order to obtain committed volumes of supply from the mills.

The vast majority of our contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or scrap.

Market indices for steel generally trend with scrap pricing changes, but, during periods of steel market weakness, the more intensified competitive steel market environment can cause the sales price indices to decrease resulting in reduced gross margins and profitability.

Furthermore, since the selling price adjustments are not immediate, there will always be a timing difference between changes in the prices we pay for raw materials and the adjustments we make to our contract selling prices.

[removed: Index] [added: Index] to Financial [removed: Statements][added: Statements]

| | | | | [removed: [Management’s] [added: [Management’s] Report on Internal Control Over Financial [removed: Reporting](#MANAGEMENTS_REPORT_ON_INTERNAL_CONTROL)] [added: Reporting](#managements_report_on_internal_control)] | | | [removed: 51] [added: 50] | |

| | | | | [removed: [Report of PricewaterhouseCoopers LLP Independent] [added: [Report of PricewaterhouseCoopers LLP Independent] Registered Public Accounting [removed: Firm](#Report_of_Independent_Registered_Public) (PCAOB ID: 238)] [added: Firm](#report_of_independent_registered_public) (PCAOB ID: 238)] | | | [removed: 52] [added: 51] | |

| | | | | [removed: [Consolidated] [added: [Consolidated] Balance [removed: Sheets](#CONSOLIDATED_BALANCE_SHEETS)] [added: Sheets](#consolidated_balance_sheets)] | | | [removed: 55] [added: 54] | |

| | | | | [removed: [Consolidated] [added: [Consolidated] Statements of [removed: Earnings](#CONSOLIDATED_STATEMENTS_OF_EARNINGS)] [added: Earnings](#consolidated_statements_of_earnings)] | | | [removed: 56] [added: 55] | |

| | | | | [removed: [Consolidated] [added: [Consolidated] Statements of Comprehensive [removed: Income](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] [added: Income](#consolidated_statements_comprehensive_in)] | | | [removed: 57] [added: 56] | |

| | | | | [removed: [Consolidated] [added: [Consolidated] Statements of Stockholders’ [removed: Equity](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU)] [added: Equity](#consolidated_statements_stockholders_equ)] | | | [removed: 58] [added: 57] | |

| | | | | [removed: [Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] [added: Flows](#consolidated_statements_cash_flows)] | | | [removed: 59] [added: 58] | |

| | | | | [removed: [Notes] [added: [Notes] to Consolidated Financial [removed: Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN)] [added: Statements](#notes_to_consolidated_financial_statemen)] | | | [removed: 60] [added: 59] | |

[removed: MANAGEMENT’S] [added: MANAGEMENT’S] REPORT ON [removed: INTERNAL] [added: INTERNAL] CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] as stated in their report which is included herein.

[removed: Report] [added: Report] of Independent [removed: Registered] [added: Registered] Public Accounting [removed: Firm][added: Firm]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of earnings, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

[removed: audit] [added: Definition and Limitations] of [removed: internal control] [added: Internal Control] over [removed: financial reporting.][added: Financial Reporting]

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for [removed: external purposes in accordance with generally accepted accounting principles.]

[removed: Critical] [added: Critical] Audit [removed: Matters][added: Matters]

[removed: Goodwill] [added: *Goodwill] Impairment [removed: Tests] [added: Assessments] – [removed: Rebar Fabrication Reporting Unit and] Certain [removed: Other] Reporting Units in the Steel Products [removed: Segment][added: Segment*]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $3,920] [added: $3,969] million as of December 31, [removed: 2022,] [added: 2023,] and the goodwill associated with the Steel Products segment was [removed: $2,510] [added: $2,514] million.

The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: tests] [added: assessments] for [removed: the Rebar Fabrication reporting unit and] certain [removed: other] reporting units in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of [removed: the Rebar Fabrication reporting unit and] certain [removed: other] reporting units in the Steel Products segment; (ii) a high degree [added: of] auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales [removed: prices and] [added: prices,] raw material [removed: costs] [added: costs, and discount rate] for [removed: the Rebar Fabrication] [added: a certain] reporting unit [added: in the Steel Products segment; sales prices, sales volumes, raw material costs,] and [added: discount rate for a] certain [removed: other] reporting [removed: units] [added: unit] in the Steel Products [removed: segment as well as] [added: segment; and] sales [removed: volumes] [added: prices, sales volumes, and raw material costs] for a certain reporting unit in the Steel Products segment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: tests,] [added: assessments,] including controls over the valuation of [removed: the Rebar Fabrication reporting unit and] certain [removed: other] reporting units in the Steel Products segment.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of [removed: the Rebar Fabrication reporting unit and] certain [removed: other] reporting units in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow [removed: model;] [added: models;] (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow [removed: model;] [added: models;] and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales [removed: prices and] [added: prices, sales volumes,] raw material [removed: costs for the Rebar Fabrication reporting unit] [added: costs,] and [removed: certain other reporting units in the Steel Products segment as well as sales volumes] [added: discount rates] for [removed: a] certain reporting [removed: unit] [added: units] in the Steel Products segment.

Evaluating management’s [removed: significant] assumptions related to sales prices, sales volumes, and raw material costs involved evaluating whether the [removed: significant] assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in [added: evaluating (i)] the [removed: evaluation] [added: appropriateness] of the [removed: Company’s] discounted cash flow [removed: model.][added: models and (ii) the reasonableness of the discount rate assumptions.]

[removed: CONSOLIDATED BALANCE SHEETS][added: CONSOLIDATED BALANCE SHEETS]

| | | [removed: December 31,] [added: December 31,] | | | | | | |

| | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | [added: | 2021 | | |]

| [removed: ASSETS] [added: ASSETS] | | | | | | | | |

| [removed: Current assets:] [added: Current assets:] | | | | | | | | |

| Cash and cash equivalents [removed: (Note 14)] | | $ | [removed: 4,280,852] [added: 6,383,298] | | | $ | [removed: 2,364,858] [added: 4,280,852] | |

| Short-term investments [removed: (Notes 3 and 14)] | | | [removed: 576,946] [added: 747,479] | | | | [removed: 253,005] [added: 576,946] | |

| Accounts receivable, net [removed: (Note 4)] | | | [removed: 3,591,030] [added: 2,953,311] | | | | [removed: 3,853,972] [added: 3,591,030] | |

| Inventories, net [removed: (Note 5)] | | | [removed: 5,453,531] [added: 5,577,758] | | | | [removed: 6,011,182] [added: 5,453,531] | |

| Other current assets [removed: (Notes 13, 14 and 19)] | | | [removed: 789,325] [added: 724,012] | | | | [removed: 316,540] [added: 789,325] | |

external purposes in accordance with generally accepted accounting principles.

/s/ PricewaterhouseCoopers LLC

February 27, 2024

| | | 2023 | | | | 2022 | | |

| Goodwill | | | 3,968,847 | | | | 3,920,060 | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net earnings before noncontrolling interests in 2023 | | | 4,912,791 | | | | — | | | | — | | | | — | | | | 4,524,801 | | | | — | | | | — | | | | — | | | | 4,524,801 | | | | 387,990 | |

| Stock options exercised | | | 11,731 | | | | — | | | | — | | | | (2,864 | ) | | | — | | | | — | | | | (210 | ) | | | 14,595 | | | | 11,731 | | | | — | |

| Treasury stock acquired and net impact of excise tax | | | (1,567,683 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,752 | | | | (1,567,683 | ) | | | (1,567,683 | ) | | | — | |

| Acquisition | | | 74,965 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 74,965 | |

| BALANCES, December 31, 2023 | | $ | 22,123,754 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,176,243 | | | $ | 28,762,045 | | | $ | (162,072 | ) | | | 135,252 | | | $ | (9,987,643 | ) | | $ | 20,940,634 | | | $ | 1,183,120 | |

| | | | | | | | | | | | | |

| Net earnings before noncontrolling interests | | $ | 4,912,791 | | | $ | 8,079,640 | | | $ | 7,122,370 | |

Distributions are made to the noncontrolling interest partner in NJSM in accordance with the joint venture agreement.

In November 2023, new accounting guidance was issued that updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This new guidance also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

The new guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The new guidance is required to

be applied retrospectively to all prior periods presented in the financial statements.

Early adoption is also permitted.

This new guidance will likely result in additional required disclosures when adopted.

The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

In December 2023, new accounting guidance was issued related to income tax disclosures.

The new guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid.

The new guidance is effective on a prospective basis for annual periods beginning after December 15, 2024.

Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance.

This new guidance will likely result in additional required disclosures when adopted.

The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

5. Inventories

| | | | | | | | | | | | | |

| | | | | |

| | | December 31, 2023 | | |

| 2024 | | $ | 29,014 | | | $ | 24,890 | |

| 2025 | | | 22,032 | | | | 22,391 | |

| 2026 | | | 18,240 | | | | 20,456 | |

| 2027 | | | 13,569 | | | | 19,860 | |

| 2028 | | | 11,334 | | | | 20,059 | |

| Thereafter | | | 33,717 | | | | 160,729 | |

| --- | --- |

Our assessment did not include the internal controls over financial reporting of the California Steel Industries (“CSI”) or C.H.I businesses which were acquired on February 1, 2022 and June 24, 2022, respectively.

Total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and total revenues of these combined acquisitions collectively represent 5.49% and 4.15%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31, 2022.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded California Steel Industries, Inc. (“CSI”) and C.H.I Overhead Doors (“CHI”) from its assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in purchase business combinations during 2022.

We have also excluded CSI and CHI from our

CSI is a 51% owned subsidiary and CHI is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 5.5% and 4.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

Goodwill associated with the Rebar Fabrication reporting unit was $348 million as of December 31, 2022, which is included in the Steel Products segment.

/s/ PricewaterhouseCoopers LLP

February 28, 2023

| Goodwill (Note 8) | | | 3,920,060 | | | | 2,827,344 | |

| Liquidation of equity method investment in foreign joint venture, net of income taxes of $0 in 2020 | | | — | | | | — | | | | 158,640 | |

| BALANCES, December 31, 2019 | | $ | 10,791,176 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,107,646 | | | $ | 11,115,056 | | | $ | (302,966 | ) | | | 78,342 | | | $ | (2,713,931 | ) | | $ | 10,357,866 | | | $ | 433,310 | |

| Net earnings in 2020 | | | 836,028 | | | | — | | | | — | | | | — | | | | 721,470 | | | | — | | | | — | | | | — | | | | 721,470 | | | | 114,558 | |

| Stock options exercised | | | 11,846 | | | | — | | | | — | | | | 2,590 | | | | — | | | | — | | | | (266 | ) | | | 9,256 | | | | 11,846 | | | | — | |

| Treasury stock acquired | | | (39,499 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 825 | | | | (39,499 | ) | | | (39,499 | ) | | | — | |

| Other | | | — | | | | — | | | | — | | | | (10,836 | ) | | | — | | | | — | | | | — | | | | — | | | | (10,836 | ) | | | 10,836 | |

| Premium on debt exchange | | | — | | | | — | | | | (180,383 | ) |

1.

2.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

We do not believe that this will have a material impact on our financial position or results of operations.

3.

4.

5.

6.

| --- | --- | --- |

| 2023 | | $ | 26,415 | | | $ | 27,243 | |

| 2024 | | | 23,218 | | | | 22,158 | |

| 2025 | | | 17,262 | | | | 19,826 | |

| 2026 | | | 14,014 | | | | 18,139 | |

| 2027 | | | 8,946 | | | | 17,758 | |

| Thereafter | | | 32,827 | | | | 169,858 | |

| Total lease payments | | $ | 122,682 | | | $ | 274,982 | |

7.

| | | | 20,732,047 | | | | 18,504,467 | |

| | | $ | 9,616,920 | | | $ | 8,114,818 | |

In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related to certain inventory and long-lived assets, which primarily related to our Castrip sheet mill operations.

Due to the advancements in the capabilities at our new cold mill and galvanizing line at Nucor Steel Arkansas, we believe the value of the technology and process has diminished for Nucor.

| --- | --- |

[removed: Evaluation] [added: *Evaluation] of Disclosure Controls and Procedures [removed: –] [added: –*] As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

[removed: Changes] [added: *Changes] in Internal Control Over Financial Reporting [removed: –] [added: –*] There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[removed: Report] [added: *Report] on Internal Control Over Financial Reporting [removed: –] [added: –*] Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] are included in “Item 8.

| --- | --- |

*Insider Trading Arrangements -* During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).

| --- | --- |

None.

[removed: PART III][added: PART III]

| --- | --- |

The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our [removed: 2023] [added: 2024] Annual Meeting of [removed: Stockholders] [added: Stockholders, which we expect to file with the SEC pursuant to Regulation 14A not later than 120 days after December 31, 2023] (the “Proxy [removed: Statement”)] [added: Statement”),] under the headings *Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees;* and *Corporate Governance and Board of Directors*.

| --- | --- |

| --- | --- |

| --- | --- |

| --- | --- |

[removed: PART IV][added: PART IV]

| --- | --- |

[removed: Financial Statements:][added: Financial Statements:]

[removed: | | • |] Management’s Report on Internal Control Over Financial Reporting [removed: |]

[removed: | | • |] Report of Independent Registered Public Accounting Firm [removed: |]

[removed: | | • |] Consolidated Balance Sheets—December 31, [removed: 2022] [added: 2023] and [removed: 2021 |][added: 2022]

[removed: | | • |] Consolidated Statements of Earnings—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020 |][added: 2021]

[removed: | | • |] Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020 |][added: 2021]

[removed: | | • |] Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020 |][added: 2021]

[removed: | | • |] Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020 |][added: 2021]

[removed: | | • |] Notes to Consolidated Financial Statements [removed: |]

[removed: Exhibits:][added: Exhibits:]

| [removed: 2] [added: 10(xviii)] | | [removed: [Stock Purchase] [added: [Retirement, Separation, Waiver and Release] Agreement, dated as of May [removed: 11,] [added: 24,] 2022, by and [removed: among] [added: between] Nucor [removed: Corporation, Arthur Holdings Corp.] [added: Corporation] and [removed: Arthur Holdings L.P.] [added: James D. Frias] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Current Report on Form [removed: 8-K] [added: 8-K/A] filed May [removed: 16,] [added: 25,] 2022 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522151808/d362473dex21.htm)] [added: 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312522159808/d235339dex101.htm)] |

| 3 | | [Restated Certificate of Incorporation of Nucor Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed September 14, 2010 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510209786/dex33.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312510209786/dex33.htm)] |

| 3(i) | | [Bylaws of Nucor Corporation as amended and restated February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 24, 2021 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312521054427/d138758dex31.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312521054427/d138758dex31.htm)] |

| 4 | | [Description of Securities of Nucor Corporation (incorporated by reference to Exhibit 4 to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex4_11.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex4_11.htm)] |

| 4(i) | | [Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed December 13, 2002 (File No. [removed: 333-101852))](http://www.sec.gov/Archives/edgar/data/73309/000095016802003754/dex41.txt)] [added: 333-101852))](https://www.sec.gov/Archives/edgar/data/73309/000095016802003754/dex41.txt)] |

| 4(ii) | | [Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed August 20, 2014 (File No. [removed: 333-198263))](http://www.sec.gov/Archives/edgar/data/73309/000119312514315854/d776547dex43.htm)] [added: 333-198263))](https://www.sec.gov/Archives/edgar/data/73309/000119312514315854/d776547dex43.htm)] |

| 4(iii) | | [Third Supplemental Indenture, dated as of December 3, 2007, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm)] |

| [removed: 4(iv)] [added: 4(x)] | | [Fifth Supplemental Indenture, dated as of [removed: September 21, 2010,] [added: May 23, 2022,] between Nucor Corporation and [removed: The] [added: U.S.] Bank [removed: of New York Mellon,] [added: Trust Company, National Association,] as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed [removed: September 21, 2010] [added: May 23, 2022] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] |

| [removed: 4(v)] [added: 4(iv)] | | [Sixth Supplemental Indenture, dated as of July 29, 2013, between Nucor Corporation and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] |

| [removed: 4(vi)] [added: 4(v)] | | [Seventh Supplemental Indenture, dated as of December 10, 2014, among Nucor Corporation, The Bank of New York Mellon, as prior trustee, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 11, 2014 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312514440015/d836734dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312514440015/d836734dex41.htm)] |

| [removed: 4(vii)] [added: 4(vi)] | | [First Supplemental Indenture, dated as of April 26, 2018, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April 26, 2018 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] |

| [removed: 4(viii)] [added: 4(vii)] | | [Second Supplemental Indenture, dated as of May 22, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 22, 2020 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] |

| [removed: 4(ix)] [added: 4(viii)] | | [Third Supplemental Indenture, dated as of December 7, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 7, 2020 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm)] |

| [removed: 4(x)] [added: 4(ix)] | | [Fourth Supplemental Indenture, dated as of March 11, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 11, 2022 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm)] |

| [removed: 4(xi)] [added: 4(xx)] | | [removed: [Fifth Supplemental Indenture, dated as] [added: [Form] of [removed: May 23, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee] [added: 3.950% Notes due 2025 (included in Exhibit 4(xi) above)] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K filed May 23, 2022 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] |

| [removed: 4(xii)] [added: 4(xi)] | | [Form of 6.400% Notes due 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed December 4, 2007 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm)] |

| 4(xiii) | | [Form of [removed: 4.125%] [added: 3.950%] Notes due [removed: 2022] [added: 2028] (included in Exhibit [removed: 4(iv)] [added: 4(vii)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed [removed: September 21, 2010] [added: April 26, 2018] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] |

| [removed: 4(xiv)] [added: 4(xii)] | | [Form of [removed: 4.000%] [added: 5.200%] Notes due [removed: 2023] [added: 2043] (included in Exhibit 4(v) above) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K filed July 29, 2013 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] |

| [removed: 4(xv)] [added: 4(xviii)] | | [Form of [removed: 5.200%] [added: 3.125%] Notes due [removed: 2043] [added: 2032] (included in Exhibit [removed: 4(v)] [added: 4(x)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed [removed: July 29, 2013] [added: March 11, 2022] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm)] |

| [removed: 4(xvi)] [added: 4(xiv)] | | [Form of [removed: 3.950%] [added: 4.400%] Notes due [removed: 2028] [added: 2048] (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Current Report on Form 8-K filed April 26, 2018 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] |

| 4(xvii) | | [Form of [removed: 4.400%] [added: 2.979%] Notes due [removed: 2048] [added: 2055] (included in Exhibit [removed: 4(vii)] [added: 4(ix)] above) (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to the Current Report on Form 8-K filed [removed: April 26, 2018] [added: December 7, 2020] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm)] |

| [removed: 4(xviii)] [added: 4(xv)] | | [Form of 2.000% Notes due 2025 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] |

| [removed: 4(xix)] [added: 4(xvi)] | | [Form of 2.700% Notes due 2030 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm)] |

| [removed: 4(xx)] [added: 4(xix)] | | [Form of [removed: 2.979%] [added: 3.850%] Notes due [removed: 2055] [added: 2052] (included in Exhibit [removed: 4(ix)] [added: 4(x)] above) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.4] to the Current Report on Form 8-K filed [removed: December 7, 2020] [added: March 11, 2022] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm)] |

| 4(xxi) | | [Form of [removed: 3.125%] [added: 4.300%] Notes due [removed: 2032] [added: 2027] (included in Exhibit [removed: 4(x)] [added: 4(xi)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed [removed: March 11,] [added: May 23,] 2022 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] |

| [removed: 4(xxii)] [added: 10(xxii)] | | [removed: [Form] [added: [Executive Employment Agreement] of [removed: 3.850% Notes due 2052 (included in Exhibit 4(x) above)] [added: D. Chad Utermark] (incorporated by reference to Exhibit [removed: 4.4] [added: 10.10] to the Current Report on Form 8-K filed [removed: March 11, 2022] [added: February 19, 2020] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm)] [added: 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex1010.htm)] |

| [removed: 4(xxiii)] [added: 10(i)] | | [removed: [Form of 3.950% Notes due 2025 (included in Exhibit 4(xi) above)] [added: [2005 Stock Option and Award Plan] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.1] to the Current Report on Form 8-K filed May [removed: 23, 2022] [added: 17, 2005] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] [added: 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312505109485/dex101.htm)] |

| [removed: 4(xxiv)] [added: 10(xxiv)] | | [removed: [Form] [added: [Executive Employment Agreement] of [removed: 4.300% Notes due 2027 (included in Exhibit 4(xi) above)] [added: David A. Sumoski] (incorporated by reference to Exhibit [removed: 4.3] [added: 10.1] to the Current Report on Form [removed: 8-K] [added: 8-K/A] filed [removed: May 23, 2022] [added: January 5, 2021] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm)] [added: 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312521001580/d103230dex101.htm)] |

| 10 | | [Fourth Amended and Restated Multi-Year Revolving Credit Agreement, dated as of November 5, 2021, by and among Nucor Corporation and certain subsidiaries of Nucor Corporation, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended October 2, 2021 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000156459021056213/nue-ex10_148.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000156459021056213/nue-ex10_148.htm)] |

| [removed: 10(i)] [added: 10(iii)] | | [removed: [2005] [added: [2010] Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed May 17, 2005] [added: 10-Q for the quarter ended July 3, 2010] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312505109485/dex101.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312510186127/dex101.htm)] |

| 10(v)* | | [Amendment No.1, effective September 14, 2023, to 2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 21, 2022 (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex10_v.htm) |

| 97* | | [Nucor Corporation Executive Officer Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex97.htm) |

| | | |

| --- | --- |

| --- | --- | --- |

| 10(xxix) | | [Executive Employment Agreement of Daniel R. Needham (incorporated by reference to Exhibit 10(xxxii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxii_205.htm) |

| 10(xxx) | | [Executive Employment Agreement of K. Rex Query (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm) |

| 10(xxxi) | | [Executive Employment Agreement of Stephen D. Laxton (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed March 4, 2022 (File No. 001-04119)) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312522066230/d245075dex101.htm) |

| 10(xxxii) | | [Executive Employment Agreement of John Hollatz (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July 2, 2022 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022028899/nue-ex10_119.htm) |

| 10(xxxiii)* | | [Executive Employment Agreement of Noah Hanners (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459023002793/nue-ex10xxxiii_255.htm) |

| 10(xxxiv) | | [Nucor Corporation Supplemental Retirement Plan for Executive Officers (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex102.htm) |

| | | [removed: NUCOR CORPORATION] [added: NUCOR CORPORATION] | | |

| | | | | [removed: Leon] [added: Leon] J. [removed: Topalian] [added: Topalian] |

| | | | | [removed: Chair,] [added: Chair,] President and Chief Executive [removed: Officer] [added: Officer] |

| | | Dated: February [removed: 28, 2023] [added: 27, 2024] | | |

[removed: POWER OF ATTORNEY][added: POWER OF ATTORNEY]

| [removed: Leon] [added: Leon] J. [removed: Topalian Chair,] [added: Topalian Chair,] President, and Chief Executive [removed: Officer (Principal] [added: Officer (Principal] Executive [removed: Officer)] [added: Officer)] | | [removed: Norma] [added: Norma] B. [removed: Clayton Director] [added: Clayton Director] |

| [removed: Stephen] [added: Stephen] D. [removed: Laxton Chief] [added: Laxton Chief] Financial Officer, Treasurer [removed: and Executive] [added: and Executive] Vice [removed: President (Principal] [added: President (Principal] Financial [removed: Officer)] [added: Officer)] | | [removed: Patrick] [added: Patrick] J. [removed: Dempsey Director] [added: Dempsey Director] |

| [removed: /s/ Michael D. Keller] | | /s/ Christopher J. Kearney |

| [removed: Michael] [added: Michael] D. [removed: Keller Vice] [added: Keller Vice] President and Corporate [removed: Controller (Principal] [added: Controller (Principal] Accounting [removed: Officer)] [added: Officer)] | | [removed: Christopher J. Kearney Lead Director] [added: Nicholas C. Gangestad Director] |

| | | [removed: Laurette] [added: Laurette] T. [removed: Koellner Director] [added: Koellner Director] |

| | | [removed: Michael] [added: Michael] W. [removed: Lamach Director] [added: Lamach Director] |

| | | [removed: Joseph] [added: Joseph] D. [removed: Rupp Director] [added: Rupp Director] |

| Dated: February [removed: 28, 2023] [added: 27, 2024] | | [removed: Nadja] [added: Nadja] Y. [removed: West Director] [added: West Director] |

| | | | | |

| /s/ Michael D. Keller | | /s/ Nicholas C. Gangestad |

| | | Christopher J. Kearney Lead Director |

| | | |

| | | /s/ John H. Walker |

| | | John H. Walker Director |